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There were two friends, and together they travelled the cosmos. They thwarted tyrants and defeated monsters, they righted wrongs wherever they went. They explored the distant future and the distant past, new worlds and galaxies, places beyond imagining.

But every good story has to come to an end.

With no times or places left to explore, all the two friends have now are each other. But maybe that's one voyage too many. Maybe they'll discover things they'd rather have left undisturbed... hidden away in the suffocating, unfeeling, deafening brightness.

After being exiled into the Divergent Universe, the TARDIS makes rapid beeping noises, scaring Charley. Charley searches for the Doctor within the TARDIS and finds him lying on the floor. He is actually hiding and asks Charley to hide with him behind the console from whatever's on the other side of the door. However, nothing is behind the door. The Doctor explains that he is hiding from the inevitable feelings of pain, fear and death but should confront them. The Doctor then asks who Charley is, thinking that she is an hallucination. The Doctor says that Charley is safe and wouldn't "betray" him. The Doctor steadily rises on his feet in pain. The Doctor explains that Time Lords have many different senses than a human and that his sense of Time itself is being eradicated from him because they are in the Divergent Universe — a place where time goes by with no way of retrieving it, causing the Doctor to ask Charley how can she live like this. Charley tells him that it's the way it works for humans and he'll get used to it "in time". The Doctor remarks that the TARDIS feels it too for it can't function in a universe where time is lost. Charley sees the TARDIS doors opening, revealing nothing but darkness. The Doctor explains that the TARDIS is slowly disappearing seeing how it serves no purpose. Charley tells the Doctor that he shouldn't stand by and do nothing about it. The Doctor then remarks that he'll stand and watch it happen like a captain going down with the ship. Charley asks the Doctor if they can explore the new universe, but the Doctor thinks that the darkness is better than what awaits for them in the uncharted universe. Charley tells the Doctor to take her hand and they are attacked by a very bright light. Charley can't see in the light and listens to the Doctor's voice until they meet. The TARDIS suddenly vanishes away from them. The Doctor sadly remarks that now that the TARDIS is gone, the rest of their lives will be spent with time running on with no way of going back, thanks to Charley. The Doctor skeptically tells the Charley that she wanted to explore the Divergent Universe, so now is the time.

They decide to walk away from where they are, but the light doesn't seem to fade. The Doctor deduces that their eyes won't adjust to the way this universe works since their bodies aren't made for this world. The Doctor tells Charley to smell anything and Charley tells him that it's dusty and faint, but now getting stronger. The Doctor says that there is nothing to smell, but Charley's brain won't accept it. The Doctor tells Charley to feel for anything, but Charley only feels the Doctor's hand, seeing how the Doctor is all she has in the world. Charley hears something in the distance — the sound of the TARDIS engines. The Doctor warns Charley to not let go of his hand, but Charley trips and falls. Suddenly, to Charley's eyesight, the light starts to fade and believes that the TARDIS is guiding them. Charley then sees that she tripped over a body. The Doctor examines it and finds that its organs are exposed and it has no limbs, surmising that it's some sort of amoeba. Suddenly, the organism makes a noise that seems to say "help". It repeatedly says "help", but then lowers its voice as its body is decomposing. Suddenly, the light reappears, rendering Charley and the Doctor's eyesight useless. Charley decides that the TARDIS is block out the light to help them and they should find a way to get back inside the TARDIS and go somewhere else that's not so bright. The Doctor says that it's a good plan, but there's one problem — they're going to die in this universe. There is no escape from the Divergent Universe and they are going to die in a world they were never born in and never meant to exist in. Charley then says that no matter what happens they'll be together since she came back for him. The Doctor angrily tells her that he wants to die alone, but Charley betrayed that. Hurt by his words, Charley walks away from the Doctor in tears, telling him to leave her alone. The Doctor tells her to follow his voice, but Charley asks why he would care. The Doctor apologises and Charley returns to him, depressed and takes his hand. Charley asks what they are going to do now and the Doctor answers that there is nothing to do except keep walking.

As the two continue walking, Charley hums "Frere Jacques", for something to keep her going. Charley then asks the Doctor why he hasn't talked to her for a while, but he remains silent. Charley then rants that the Doctor won't say anything and they are in a world where she can only hear, not see. Frustrated, Charley decides to keep humming Frere Jacques and ignore the Doctor. The Doctor then interrupts and asks how long it's been since he talked to her. Charley guesses half an hour, but the Doctor says 32 hours and 40 minutes and explains that Charley's perception of time doesn't work and that it may have been longer than 32 hours. Charley is not hungry, thirsty or tired because she hasn't even thought about it. Charley can't even feel his hand, despite the fact that the Doctor is still holding on to it. The Doctor's senses failed five hours ago, and he has been counting his own hearts beating to calculate the time, hence why he was silent towards Charley. Realising this, Charley asks the Doctor if he's angry with her, but he refuses to answer. The Doctor casually asks aloud how long it would take to lose his senses entirely, and states that she shouldn't have come here. Charley insists that she couldn't leave him and the Doctor says that they may have made a mistake, stepping into the light. The Doctor and Charley wonder if they really are dead and this is a delusion of the afterlife, but another possibility is that someone is keeping them alive. The Doctor and Charley decide to continue, but the Doctor requests to do it silence since he doesn't have anything to say to Charley.

As they continue, they both hear Frere Jacques being hummed. The Doctor tells Charley to stop, but she tells him that she isn't responsible. The Doctor decides to speak out to whoever is doing that and introduces himself. The humming stops, and the Doctor assures the being to not be afraid, as they mean no harm. Soon, the humming starts again and the Doctor realizes that it understands them. The humming stops again and the Doctor asks if it's still there. Suddenly, the being says "help me!" Charley says that they'll help it, but then it says "help you" because it's only taking words and probably doesn't know what help is. Then they hear both their voices, which are saying words from earlier. The Doctor deduces that the creature's words aren't its way of communication. The creature's imitation of the Doctor and Charley begins to overlap, much to Charley's irritation, and she tells it to stop. Silence follows, and Charley asks if it's still there. The Doctor and Charley wonder if it's another amoeba like the one they saw earlier, or if it's the one thing that killed it, but it didn't want to harm them. The Doctor then realizes that the words of the creature didn't matter, but its tone and emotion, and doesn't respond to meaning. Charley recalls that the creatures' words were "I love you" and asks the Doctor of he loves her back, but the Doctor dismisses this, saying that she's missing the point. Charley laughs to herself that the creature got the point rather than the Doctor, but the Doctor says he was trying to understand the nature of where they are. Skeptical, the Doctor asks if Charley loves him and the Doctor asks what love would ever do to him. In tears, Charley asks if the Doctor meant he loved her in return and the Doctor coldly responds that whatever part of him said that he loved her is gone. Angered, Charley tells him to never say those words again if he doesn't mean them because those words are too precious. The Doctor understands and wonders if something is trying to control them where they are. The Doctor sees that music may be the only thing they can use left for their senses. The Doctor and Charley walk in a rhythmic like pattern to see if anything helps, but Charley still hears nothing. The Doctor can still hear his hearts beating, so whatever is out there is using whatever sound they're making against them. The Doctor sees that it hasn't done anything to harm them and might as well be curious like a child with a new plaything, leaving two options – oblige to it or try to resist it. Charley seems to go for an obvious choice, but the Doctor reminds Charley what a child would do to a toy that doesn't entertain them anymore. Suddenly, the brightness fades and Charley collapses, suddenly feeling tired: their senses are now returning, and Charley hasn't slept in a long time. The Doctor takes off his coat and wraps it around Charley for comfort and the Doctor decides to look around more.

The Doctor comes across a wall, but it seems to be curved like a tube and made of glass, and beside it he finds another body. It appears to be the same species as the one they saw earlier, but the Doctor wants to dissect it to find out more. The Doctor opens it up and sees that it is the same species but more advanced and an evolution compared to the earlier body. Suddenly, they hear a whooshing sound. Charley thinks it's the TARDIS, but the Doctor feels a bite on his neck: the creature is hungry. Charley decides to hum Frere Jacques to distract it. Then the Doctor is free and the creature is gone. The Doctor then realizes that the creature isn't using sound as a weapon, but the creature itself is sound. Soon, Charley feels energetic because her senses are now fading once more as the brightness returns. The Doctor then gives Charley a piece of meat from the body he dissected and tells her to eat it. Charley is disgusted and doesn't feel hungry because her sense of hunger is insignificant. The Doctor insists that she must eat it, or she will starve to death.

After eating, the Doctor and Charley decide to applaud and give the creature a sense of appreciation. The Doctor learns that whenever it performs it learns something new and if the creature is humoured, the brightness would fade and their senses will return. Charley then says that this place isn't so bad so long as the creature keeps them well fed and it seems to care for them. The Doctor jokes that, if forced to choose between travelling in time and space and spending the rest of his life walking and listening to a creature that would nibble on his neck on occasion, he would choose the former, but the latter's a close second. The Doctor then tells Charley that despite the now friendly environment, she will never see her family again, or even her own species, and will never fall in love, marry or have children with someone. If they are going to spend the rest of their lives in this world, the Doctor tells Charley to not let them regret missing her universe. Charley takes out her brooch, something her grandmother passed down to her mother and now to her. Charley vowed that she would pass it down to her children and sadly states that she won't be able to pass it down to anyone. Charley then feels that her senses are returning because she's feeling frightened. Suddenly, Charley can't find herself to let go of the Doctor's hand. As they both struggle, the Doctor realizes that their hands are fused together, seeing how that everything else around them is evolving, so are they. Charley panics and tries to free herself, but the Doctor, who is now mentally fused with her as well, calms her down. The Doctor sees that the creature is not responsible for this and sees that evolution is accelerating in this universe and someone is observing the evolving development until they arrived. The Doctor and Charley realize that them making noises such as talking and the sound of the TARDIS engines are teaching the creature how to talk. Desperate to find a way out of this environment, the Doctor walks away, but Charley stops him and reminds him that they've been walking for weeks and possibly months at a time, lowering his mental enthusiasm within her. In defeat, the Doctor is calmed down and Charley feels it. The Doctor then has an idea and orders Charley to push her hand into his. She obeys and their arms are now fused. As this happens, their senses are shared and can now see through the brightness. The Doctor and Charley look through the glass of the tube they are in and to the Doctor's realisation and horror, they are not in a tube or a corridor; they are in a glass ring, meaning that they have been walking in circles all this time. The bodies they saw were one of the same and were differently made every time they came across it.

As the Doctor realizes this, he lashes out and yells at Charley, saying that this was all her fault because, had it not been for her, he would have had the rest of the universe to explore. Charley argues that he took her onboard his TARDIS in the first place, but the Doctor angrily responds that the Time Lords have a theory that all his companions are "memento mori" - meaning that they are reminders of death and that no matter how powerful one was, death was inevitable. As every companion left the Doctor, he wondered if they had a point in his lives until Charley, who was supposed to die and didn't expect to care about Charley, seeing that as a mistake because he put her first before the Web of Time. The Doctor rants that he sacrificed himself to save her life so she would live her life without fearing the consequences of the paradox; now that she's with him, his sacrifice was pointless and he is in the Divergent Universe for nothing. Charley reminds the Doctor that they love each other and she couldn't bear to leave him behind. The Doctor scoffs, saying that her love for him has killed her as well and he doesn't want to see her again for she will be a reminder that he have failed. Charley profusely apologizes in tears and the Doctor wishes that he had never seen her. As they finish their words to each other, Charley emotionlessly hands the Doctor her brooch so he can cut open the next body for another meal. The body is revealed to have a face — Charley's face. The Doctor deduces that it's evolving again and now it has copied a face. Charley is disgusted and decides not to eat it, choosing starvation. They hear the creature's voices nearby and it is wondering why they won't eat. The Doctor realizes that the creature has been slicing open the body's throat to reach its vocal cords, hence why it was nibbling on the Doctor's neck earlier. The creature begins to gnaw at the Doctor's throat again, and the Doctor orders Charley to cut his throat with the brooch. Charley is reluctant, but the Doctor is confident that the creature won't let him die. Charley cuts the Doctor's throat and the creature makes a loud noise...

The sound suddenly dies without a trace. The Doctor's throat is still cut, but he is still able to speak. It becomes apparent that the creature is trying to ensure the safety of the Doctor's vocal cords. Every time the creature came by, it was trying to devour what it could from them and absorbed noises from them and never intended to hurt them in the first place. Charley wonders if they should continue giving the creature what it wants and let it evolve into an adult as it now has the mind of a child. Suddenly, the creature devours another creature and the Doctor realizes that they are being "out-evolved". The sound creature is evolving further than the others and because all other creatures will be behind on the evolution process, it will devour them. The Doctor and Charley's shared hand suddenly turns into stone, as they are now behind in the evolution process. The Doctor tells Charley that they are falling behind on evolution and must complete the process of them merging into each other. Charley pushes herself into the Doctor and together, they become a new being.

Charley wakes up to find herself in what seems to be the drawing room at her parents' house. The door opens and something stands before her. It has the voice of the Doctor, telling her that she summoned him and is calling her "Mama". The figure reveals itself that it is Charley's daughter and Charley always wanted a daughter and hand the brooch over to her. Charley gladly hands the brooch over to her "daughter", but it then says that Charley is getting old, meaning that she's being out-evolved and won't be needed anymore. Charley is prepared to accept this, because she now has a daughter and someone to pass down the brooch to keep the tradition alive, until the figure states that it doesn't understand how it could wear the brooch. Charley demands the brooch back, but the figure insists that it's grown up and deserves it. Charley takes the brooch, saying that it's not old enough to have it and is not ready to die yet. Charley boasts that she is an original and has no daughter and will never have a daughter. The figure's voice suddenly becomes big and demonic, but Charley holds her ground and tells it to go its room without any supper.

The Doctor wakes up to find himself in the console room of the TARDIS, and he is enlightened to travel anywhere else. Suddenly, a figure with Charley's voice appears and reminds him that he gave his life and his world to save everything including Charley. The figure encourages the Doctor to die for Charley and it. The Doctor responds that he gave up everything for not just Charley, but the universe a chance to give Charley a full life. The figure taunts the Doctor, by saying that he gave up everything just for one girl and not anybody else. The Doctor calls out to the figure and says that it's not Charley. The figure then claims that it's a representation of all those who have travelled with him, but the Doctor dismisses this and asks how the creature got in to his head. The figure answers "through his ear" with a snark and thanks the Doctor for giving it the sounds it wanted to fully understand him. The Doctor then says that the figure's birth was a mistake, as it killed off an entire species, but the figure counters him by asking why it should be the Doctor who will live on rather than it. The figure then tempts the Doctor, saying that he gave his life so Charley could live on, and that she's not even part of his family and has done this many times. It asks the Doctor if he was prepared to sacrifice everything for Charley's sake because if life meant so much to him, why would he want to defeat the creature. Only one of them can live on and whoever it is has to be gripping on to life itself the most and the figure confidently refuses to give up. It taunts the Doctor, saying that he is willing to die for anyone, and dares him to die once again for the universe, Charley and all those who he travelled with in the past and "discarded".

As figure states these words, the TARDIS disappears and the real Charley appears and tells the Doctor not to do it, but the creature tells Charley to stay out of it and let the Doctor make his own choice. After everything the Doctor has seen for a thousand years, exploring the universe with freedom and savoring the memories of every adventure, it would mean nothing if the Doctor would sacrifice himself again. The Doctor declares that he loves Charley and he is willing to die so another will live. The creature is delighted to hear this, but Charley objects and says that this is not the same thing. Charley then tells the creature that she is part of the Doctor's body and she is refusing to let the Doctor lose to the creature. She angrily tells the creature that she'll burn in the R101 or be executed by the Time Lords, but will live on. Whatever happens, Charley lets the Doctor live. In agony, the creature lets out a pained cry and begs Charley to give her the brooch so it can live. She stands up and says that she'll never have a daughter because the doors to that possibility will be forever closed and instead, she'll hand it to the Doctor, accepting that she will die for him. The creature screams again and fades as the Doctor and Charley emerge triumphant.

The Doctor tells Charley that they can evolve further and see where it could take them and be part of the universe rather than explore it. He shatters the glass tube, but Charley wants the Doctor back and doesn't want everything. All she wants is the man who had everything and was willing to give it all up just for her. The Doctor confesses he needs her too and he can't be alone. He orders Charley to separate from him and they find themselves separate from each other's bodies. The Doctor finally thanks Charley for saving his life as he saved hers. He hands her back the brooch, but Charley doesn't need it anymore because that was her previous life in the regular universe. The glass wall is broken and the Doctor and Charley are prepared to step outside and ready to explore whatever is outside the glass tube. Charley tells the Doctor to take her hand as they step outside.

During their visit to Light City in the Divergent Universe, the Doctor and Charley's memories were contributed to the pool of information used to programme the Proles. An edited version of the Doctor reciting a fable about a wise king who passed the reins of power to his foolish son and heir was included in an infotainment broadcast which the Proles were obligated to watch. (AUDIO: The Natural History of Fear)

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